Legal VO Agreement

Legal VO Agreement

This Voice‑Over Services Agreement ("Agreement") is made and entered into as of Effective Date: by and between Client Name: with address and Performer Name: with address .

RECITALS

WHEREAS, Client desires to engage Performer to provide voice‑over recordings and related services as described in this Agreement; and

WHEREAS, Performer represents that Performer has the skill, experience and equipment necessary to perform the services and will deliver recordings in the formats and within the schedules agreed herein; and

WHEREAS, the parties desire to set forth their respective rights, obligations and remedies with respect to the engagement.

NOW, THEREFORE, in consideration of the mutual promises set forth herein and other good and valuable consideration, receipt of which is acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement: "Services" means the voice recordings, editing, and ancillary services described in Section 2; "Deliverables" means all final audio files and any written identifiers, metadata or mixes delivered to Client; "Work Product" means all intellectual property developed or delivered in connection with the Services.

2. SCOPE OF SERVICES

Performer shall perform the Services with professional skill and care, provide recording in the format(s) specified by Client, and supply up to rounds of revisions as set forth in Section 5.

3. TERM

The term of this Agreement begins on the Effective Date and continues until completion of the Services and delivery of final Deliverables, unless earlier terminated in accordance with Section 12.

4. COMPENSATION

Unless otherwise agreed in writing, Client shall pay Performer the Fee in accordance with the following schedule: Deposit of due upon commencement and balance due within days of Client's acceptance of final Deliverables.

5. REVISIONS AND ACCEPTANCE

Client shall review Deliverables and provide consolidated written comments within days of delivery. Performer will perform revisions as reasonably requested, provided such revisions do not materially change the original scope. Additional revisions beyond the included revisions will be billed at per hour.

6. DELIVERY; FORMATS

Performer shall deliver final Deliverables in the format(s) specified by Client in writing. Deliverables shall be delivered via the method agreed by the parties and accompanied by metadata or cue sheets when required.

7. CONFIDENTIALITY

Each party shall treat as confidential all nonpublic information disclosed by the other party relating to the business or creative work (including scripts, storyboards and unreleased media) and shall not disclose such information except to its employees, agents or contractors on a need‑to‑know basis who are bound to confidentiality obligations no less protective than those herein.

8. OWNERSHIP; LICENSE

Unless otherwise agreed in writing, Performer hereby grants to Client a worldwide, irrevocable, royalty‑free, transferable license to use, reproduce, distribute, publicly perform and display the Deliverables in perpetuity for the media and uses specified herein. Check the license option granted:

Performer retains the right to use excerpts of the Deliverables for Performer’s promotional purposes, provided such use does not conflict with Client's exclusive exploitation (if exclusive license granted) or disclose confidential Client materials.

9. WARRANTIES AND REPRESENTATIONS

Performer represents and warrants that (a) Performer has the full right and authority to enter into this Agreement and to grant the rights granted herein; (b) Deliverables are original works created by Performer and do not infringe third party rights; and (c) Performer will comply with applicable laws in performing the Services. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND PERFORMER MAKES NO OTHER WARRANTIES.

10. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third party claims, losses, liabilities, damages and expenses (including reasonable attorney fees) arising out of a breach of that party’s representations, warranties or obligations under this Agreement.

11. LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING HEREUNDER SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CLIENT TO PERFORMER UNDER THIS AGREEMENT.

12. TERMINATION

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within days after written notice. Upon termination, Client will pay Performer for Services rendered and Deliverables provided up to the effective date of termination.

13. NOTICES

Notices shall be sent to the addresses below and shall be effective upon receipt.

14. AMENDMENT; WAIVER

This Agreement may be amended only by a written instrument signed by both parties. No waiver of any provision shall be effective unless in writing signed by the waiving party, and no waiver shall constitute a waiver of any other or subsequent breach.

15. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified by Client's principal place of business, without regard to its conflicts of law principles.

16. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any schedules and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted electronically or by facsimile shall be effective as originals.

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